BayFirst Financial Corp. filings document the regulatory record for a Florida bank holding company and its BayFirst National Bank subsidiary. Disclosures cover operating and financial results, Regulation FD presentations and conference-call materials, capital ratios, credit quality, loan portfolio restructuring and the company's completed exit from SBA 7(a) lending.
Material-event filings also record capital-structure actions, including unregistered preferred stock sales, conversion or exchange terms, debt amendments and uses of financing proceeds for bank capital. Governance disclosures include officer responsibility changes, board-related rights, shareholder voting matters and registration-statement information for securities offerings.
BayFirst Financial Corp. director Harris Alexander Octavius reported a routine tax-related share disposition. On the transaction date, 99 shares of Common Stock were withheld at $6.49 per share to cover tax obligations tied to restricted stock awards. According to the footnote, this withholding was carried out by the issuer to satisfy its tax remittance obligations and does not represent an open-market sale by the director. After this activity, Octavius held 6,657.3484 shares of BayFirst Financial Corp. common stock directly.
BayFirst Financial Corp. director Sheryl WuDunn reported a small tax-related share disposition. On this Form 4, 99 shares of Common Stock were withheld by the company at a price of $6.49 per share to cover tax obligations from net-settled restricted stock awards. The filing states this does not represent an open-market sale by the director. After this withholding, WuDunn directly holds about 6,237 Common Stock shares.
BayFirst Financial Corp. director Anthony Saravanos reported a routine tax-related share withholding. On May 15, 2026, 138 shares of common stock were withheld at $6.49 per share to satisfy tax obligations on restricted stock awards, and not sold in the market. Following this withholding, he directly holds 57,022.3411 shares of BayFirst common stock.
BayFirst Financial Corp. reported a weak quarter as it restructures its business and balance sheet. For the three months ended March 31, 2026, the company posted a net loss of $5.7M, compared with a small loss a year earlier, and a basic and diluted loss per common share of $1.48. Total assets fell to $1.20B from $1.30B at year-end, driven largely by a sharp $98.1M decline in deposits and lower loan balances. Net interest income slipped to $9.4M, while noninterest income dropped to $0.9M as gains on government guaranteed loan sales turned into a small loss. Credit costs remained elevated, with a $3.1M provision and an allowance for credit losses of $20.6M on loans. Regulatory capital ratios at the bank level no longer met the “well capitalized” threshold at quarter-end, prompting a major capital action. After the quarter, BayFirst raised $80M through a PIPE issuance of Series D and E preferred stock, expected to convert into about 22.9 million common shares at $3.50 per share, and filed an S-1 to offer up to 4,108,072 common shares at the same price primarily to existing shareholders.
BayFirst Financial Corp.’s EVP and Chief Financial Officer, Scott Joseph McKim, reported small, plan-related adjustments to his BayFirst stock holdings. On May 7, 2026, he recorded an “other” transaction involving 45.3666 shares of common stock at $6.6128 per share, purchased through the company’s Non-Qualified Stock Purchase Plan, bringing his directly held stake to 3,277.6503 shares.
A prior February 19, 2026 entry shows 0.8311 shares previously allocated to his account in the BayFirst National Bank Employee Stock Ownership Plan being distributed to him and fractional shares sold as part of the ESOP’s termination, leaving no remaining indirect ESOP holdings. These are classified as restructuring-type transactions rather than open-market buying or selling.
BayFirst Financial Corp. director Thomas Gerard Zernick reported two administrative equity transactions. On May 7, 2026, he received 226.8328 shares of common stock at $6.6128 per share through the company’s Non-Qualified Stock Purchase Plan, bringing his direct holdings to 20,462.5469 shares. A prior February 19, 2026 entry reflects 0.2237 fractional ESOP shares at $6.6414 per share being sold as part of the termination of the Employee Stock Ownership Plan and distributed from his ESOP account. These are categorized as “other” restructuring-type transactions rather than open-market buys or sells.
BayFirst Financial Corp. President and COO Oliver Robin Leigh reported two small, plan-related transactions in the company’s common stock. On May 7, 2026, he acquired 45.3666 shares at $6.6128 per share through the issuer’s Non-Qualified Stock Purchase Plan, bringing his direct holdings to 12,091.3211 shares. A separate entry on February 19, 2026 reflects 0.1673 ESOP shares at $6.6414 being distributed and fractional shares sold as part of the termination of the Employee Stock Ownership Plan, reducing that indirect ESOP-related position to zero. Both transactions are coded as “other” and classified as restructuring rather than open-market buying or selling.
BayFirst Financial Corp. used its first quarter 2026 call to outline a major recapitalization and leadership shift while reporting another quarterly loss. The company raised $80 million in a PIPE by issuing convertible preferred stock that is expected, subject to shareholder and regulatory approvals, to convert into about 22.9 million common shares at an effective price of $3.50. Existing shareholders will be offered a rights offering, and a special shareholder meeting is planned for July 14.
BayFirst reported a first quarter net loss of $5.7 million, wider than the prior quarter’s $2.8 million loss. Loans held for investment fell to $930.4 million and deposits to $1.09 billion, with management exiting high-rate and brokered funding. The bank’s Tier 1 leverage ratio was 6.54% and total capital to risk‑weighted assets 9.84% at March 31, 2026, improving on a pro forma basis after capital contributions.
Credit costs remain elevated, driven by the legacy unguaranteed SBA 7(a) portfolio. Net charge‑offs were $4.4 million, of which $3.4 million came from unguaranteed SBA 7(a) loans, and the allowance for credit losses on loans stood at 2.35% of total loans. Management plans to use the new capital to support core community banking growth in the Tampa Bay and Sarasota markets, resume preferred dividends, redeem Series A preferred shares, and work down problem SBA exposures under new bank CEO Alfred Rogers.
BayFirst Financial Corp. is conducting a primary common stock offering to existing shareholders. The company is registering up to 4,108,072 shares of common stock at $3.50 per share, matching the effective conversion price of a recent private placement of $80 million in mandatorily convertible preferred stock. If fully subscribed, the offering would generate gross proceeds of about $14.38 million, with approximately $14.09 million to BayFirst before expenses and an estimated $13.8 million net. The board makes no recommendation and subscriptions are non‑transferable and generally irrevocable. Proceeds are intended to strengthen capital at the company and bank, fund additional credit loss allowance, and support growth and a return to profitability.
BayFirst Financial Corp. is offering up to 4,108,072 shares of common stock at $3.50 per share in a public offering marketed to shareholders of record. Separately, the company raised $80 million in a PIPE by issuing 8,000 mandatorily convertible preferred shares at $10,000 each, which are intended to convert into about 22.9 million common shares at an effective $3.50 per share after shareholder and regulatory approvals.
BayFirst plans to use the PIPE proceeds to strengthen capital at both the holding company and BayFirst National Bank, redeem existing preferred stock, bolster credit loss allowances, and support growth. On a pro forma basis, a $42 million downstream capital contribution would lift the Bank’s Tier 1 leverage ratio from 6.54% to 10.02% and CET1 to 13.13% as of March 31, 2026.
For the first quarter of 2026, BayFirst reported a net loss of $5.7 million, or $1.48 per diluted share, driven by lower net interest income of $9.4 million, higher credit loss provisions of $3.1 million, and elevated noninterest expense of $14.9 million. Loans held for investment declined to $930.4 million and deposits to $1.09 billion, while net interest margin compressed to 3.42%.
The Bank appointed Alfred T. Rogers Jr. as President, Chief Executive Officer, and principal executive officer, with plans for him to assume similar roles at the holding company pending regulatory non-objection, succeeding retiring CEO Thomas G. Zernick. A July 14, 2026 special shareholder meeting is planned to increase authorized common shares and approve conversion of the new preferred stock.